Rule 424(b)(3)
Registration Statement
No. 33-52213
PRICING SUPPLEMENT NO. 5,
Dated September 13, 1995, to
Prospectus, dated February 23, 1994, and Prospectus
Supplement, dated March 2, 1994.
CPC INTERNATIONAL INC.
MEDIUM-TERM FIXED RATE NOTES, SERIES B
DUE MORE THAN NINE MONTHS FROM DATE OF ISSUE
Principal Amount: U.S. $25,000,000.
Proceeds to Corporation: U.S. $24,912,500
Underwriting Discount: U.S. $87,500
Issue Price: 100%
Specified Currency: U.S. Dollars.
Minimum Denominations: $1,000 and integral multiples
of $1,000.
Original Issue Date: September 18, 1995.
Maturity Date: September 18, 1998.
Interest Rate: 6.15%.
Redemption: The Notes cannot be redeemed prior to the Maturity
Date.
Form: Global Note.
Interest Payment Dates: Semiannually on May 15 and November 15
of each year and at maturity, commencing November 15,
1995.
Day Count Convention: 30/360
MERRILL LYNCH & CO.
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Other Provisions:
Trustee, Registrar, Authenticating and Paying Agent: Bankers
Trust Company (the "Trustee"), under the Indenture dated as of
April 15, 1988 as amended and supplemented by the First Supple-
mental Indenture and Amendment dated March 2, 1994 between the
Trustee and CPC International Inc.
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated (the "Agent") is acting as principal in this transaction
and the Notes are being offered at varying prices related to
prevailing market prices at the time of the resale, as determined by
such Agent.
